Blueprint
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a - 16 or 15d - 16 of
the Securities Exchange Act of 1934
For the
month of October
HSBC Holdings plc
42nd
Floor, 8 Canada Square, London E14 5HQ, England
(Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F).
Form
20-F X Form 40-F
(Indicate
by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934).
Yes
No X
(If
"Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-
).
The following regulated information, disseminated pursuant to DTR
6.3.5, comprises the scrip dividend circular for the third interim
dividend for 2017 which was sent to shareholders of HSBC Holdings
plc on 25 October 2017. A copy of the scrip dividend circular is
available at www.hsbc.com/dividends.
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt about this document or as to the action you
should take, you should consult a stockbroker, solicitor,
accountant or other appropriate independent professional
adviser.
If you sold or transferred all or some of your ordinary shares on
or before 11 October 2017, but those
shares are included in the number shown in box 1 on your form of election or entitlement advice for the
third interim dividend for 2017, you should, without delay, consult the stockbroker or other agent through
whom the sale or transfer was effected for advice on the action you should take.
Hong Kong Exchanges and Clearing Limited and The Stock
Exchange of Hong Kong Limited take no responsibility
for the contents of this document, make no representation as to its
accuracy or completeness and expressly disclaim any liability
whatsoever for any loss howsoever arising from or
in reliance upon the whole or any part of the contents of this document. The ordinary shares of HSBC
Holdings plc trade under stock code 5 on The Stock Exchange of Hong Kong Limited.
25 October 2017
Dear Shareholder
2017 THIRD INTERIM DIVIDEND
On 3 October 2017 your Directors declared a third interim dividend
for 2017 of US$0.10 per ordinary share. This dividend is payable on
22 November 2017 to shareholders who are recorded on the Principal
register, Hong Kong or Bermuda Overseas Branch registers
on 13 October 2017 ('record date'). You have a
choice of receiving this dividend in cash in three currencies (US
dollars, Hong Kong dollars or sterling). You may also elect to
receive it as a scrip dividend in the form of
new shares.
SCRIP DIVIDEND
You can elect to receive new shares at a market value of US$9.8000
(£7.4434) instead of receiving the dividend in cash. If you
elect to receive new shares, you will increase your shareholding
without incurring dealing costs or stamp duty. The Company will
also benefit by retaining cash which would
otherwise be payable by way of the cash dividend. At the 2016
Annual General Meeting shareholders gave Directors authority to
offer a scrip dividend scheme for a further three-year period,
which will apply to this third interim dividend for 2017.
The appendix to this letter sets out further details of the scrip dividend.
We encourage you to sign up to receive all communications from the
Company by email. Please go to www.hsbc.com/ecomms
to register your email address so that
we can send you email notifications when shareholder documents are
available on our website and of your
dividend entitlements.
Yours sincerely
Ben J S Mathews
Group Company Secretary
HSBC Holdings plc
Registered Office and Group Head Office:
8 Canada Square, London E14 5HQ, United Kingdom
Web:
www.hsbc.com
Incorporated in England with limited liability. Registered in
England: number 617987
Appendix
How is the scrip dividend calculated?
The scrip dividend is calculated using the average middle market
closing price of HSBC Holdings plc ordinary shares quoted on the
London Stock Exchange for the five business days beginning with the
ex-dividend date of 12 October 2017. The market price is converted
to US dollars (the "Market Value") using the exchange rates
quoted by HSBC Bank plc in London at or about 11.00 am on 18
October 2017. For this dividend the scrip price is
US$9.8000 (£7.4434).
The formula used for calculating your entitlement to new shares is
as follows:
Number of shares held at the record date x cash dividend per share
+ any residual dividend entitlement brought forward = maximum
dividend available for share election
Maximum dividend available = maximum number of
new shares
Market Value
(rounded down to the nearest whole number)
An online calculator to assist you in calculating your dividend
entitlement is available at www.hsbc.com/dividends.
For example, if you own 1,000 ordinary shares and the cash dividend
is US$0.10 per ordinary share, the maximum dividend available would
be US$100. The maximum number of new shares you would
receive if the Market Value was US$10 is therefore 10 new
shares.
You may elect to receive new shares in respect of all or part of
your holding of ordinary shares. No fraction of a share will be
issued.
If you elect to receive the maximum number of new shares in lieu of
your dividend, a residual dividend entitlement may arise,
representing the difference between the total Market Value of the
new shares and the maximum dividend available in respect of your
shareholding. This residual dividend entitlement will be carried
forward in US dollars (without interest) to the next dividend.
Therefore, we will pay you any residual dividend entitlement if you
dispose of your entire holding; or receive
the dividend in cash; or revoke your standing instruction to
receive new shares; or if you ask us to send it to you.
If you have less than 98 ordinary shares you will not receive any
new shares for this dividend.
The new shares will be issued subject to the Articles of
Association of the Company and will rank equally with the existing
issued ordinary shares in all respects.
What is the currency conversion rate for cash
dividends?
The dividend is declared in US dollars. It will then be converted
into Hong Kong dollars and sterling using the forward exchange rate
quoted by HSBC Bank plc in London at or about 11.00 am on 13 November 2017. For example, using
the exchange rates on 18 October 2017, the US dollar cash dividend
would be HK$0.7808 or £0.0760. The exchange rate to be applied
for this dividend will be announced to the London, Hong Kong,
New York, Paris and Bermuda
stock exchanges on or around 13 November 2017.
If you do not choose the currency in which to receive your cash
dividend, you will be paid as follows:
1. Principal register in the United Kingdom - sterling (except for those who
are resident in the United States in which case it will be US dollars)
2.
Hong Kong Overseas Branch register - Hong Kong dollars
3.
Bermuda Overseas Branch register - US dollars.
What action is required?
Your form of election or entitlement advice (the "Form") is
included with this letter. If you have registered your email
address, you should have been sent an electronic version. If you
do not
wish to change how you receive your
dividend, you should take no action, your dividend
will be paid as indicated in the Form.
If you have a standing instruction to receive scrip dividend shares
on your full holding this
will automatically be revoked if you complete the Form.
If you wish to change the
way you receive your dividend,
you must either do so
by 9 November
2017 using the online system
"Investor Centre"*, returning the Form, or by writing to our
Registrar, Computershare at the relevant address given at the end
of this letter.
We can pay your dividend direct to your bank account in the United
Kingdom, United States or Hong Kong if your bank account is
denominated in the local currency. Please provide your bank
account details to the Registrar by completing the dividend payment
instruction section of the Form.
No acknowledgement of receipt of a form of election will be
issued.
Other information
If all eligible shareholders elected to receive new shares for the
third interim dividend for 2017, approximately 204,621,030 new
shares would be issued, representing an increase of 1.02 per cent
in the issued ordinary share capital (excluding treasury shares) of
the Company, as at the latest practicable date being 17 October
2017. Accordingly, the total cost of the third interim dividend for
2017 if no new shares were issued would be approximately US$2,005
million. The applicable tax credit is the sterling equivalent of
approximately US$223 million.
Transfers
If you recently acquired ordinary shares registered on the
Principal register in the United Kingdom or the Overseas Branch
registers in Hong Kong or Bermuda, your share transfer must have
been lodged with the appropriate Registrar before 4.00 pm on 13
October 2017 in order to receive the dividend.
*If you have not yet signed up to use Investor Centre you may do so
at any time at www.investorcentre.co.uk or www.investorcentre.com/hk or www.investorcentre.com/bm.
You can view your shareholding at any time on Investor Centre.
Issue of share certificates and listing of new shares
Applications will be made to the UK Listing Authority and to the
London Stock Exchange for the new shares to be admitted to the
Official List and to trading respectively, to the Stock Exchange of
Hong Kong for listing of, and permission to deal in, the new
shares, and to the New York, Paris and Bermuda stock exchanges for
listing of the new shares.
Existing ordinary shares on the Principal register may be held
either in certificated form, or in uncertificated form
through CREST. If you hold ordinary shares in both certificated and
uncertificated form, each holding will be treated separately for
the purpose of calculating entitlements to
new shares.
Definitive share certificates for the new shares issued in respect
of holdings in certificated form are expected to be mailed to
shareholders entitled thereto at their risk on or about 22 November
2017, at the same time as warrants in respect of the cash dividend
are mailed. New shares issued in respect of holdings of ordinary
shares which are in uncertificated form will also
be issued in uncertificated form. The Company will arrange for the
relevant shareholders' stock accounts in CREST to be credited with
the appropriate numbers of new shares on 22 November
2017.
Dealings in the new shares in London, Hong Kong, Paris and Bermuda,
and in the American Depositary Shares in New York are expected to
begin on 22 November 2017.
The new shares will rank pari passu with the existing ordinary
shares of the Company.
Your responsibilities
Whether or not it is to your advantage to elect to receive new
shares in lieu of a cash dividend or to elect to receive payment in
US dollars, sterling or Hong Kong dollars is a matter for
individual decision by each shareholder. HSBC cannot accept any
responsibility for your decision.
Overseas shareholders
No person receiving a copy of this document or the form of election
in any jurisdiction outside the United Kingdom or Hong Kong may
treat the same as offering a right to elect to receive new shares
unless such offer could lawfully be made to such person without the
Company being required to comply with any governmental or
regulatory procedures or any similar formalities. It is the
responsibility of any person outside the United Kingdom and Hong
Kong who wishes to receive new shares under the scheme to comply
with the laws of the relevant jurisdiction(s), including the
obtaining of any governmental or other consents and compliance
with all other formalities. It is also the responsibility of any person who receives new shares in
lieu of a cash dividend to comply with any restrictions on the
resale of the shares which may apply outside the United Kingdom and Hong Kong. For example, shareholders in Ontario who have new shares allotted to them
under the Scheme must ensure that the first trade of their new
shares is executed on a stock exchange outside
Canada.
Taxation
A general outline of the tax consequences in the UK and overseas is
provided on our website at www.hsbc.com/dividends.
The effect on the tax position of any
shareholder receiving a cash dividend or electing to receive new
shares in lieu of a cash dividend will depend upon the
shareholder's own individual circumstances. Shareholders should
consult their own tax advisers with regard to their liability to
taxation. No tax is currently withheld from dividends paid by the
Company. To assist shareholders
who receive a scrip dividend, we will send a Dividend Confirmation
which may be needed for tax returns.
Timetable of events
American Depositary Shares quoted ex-dividend in New
York
|
12 October 2017
|
Ordinary shares quoted ex-dividend in London, Hong Kong, Paris and
Bermuda
|
12 October 2017
|
Record date for the third interim dividend for 2017 for holders on
the Principal register, Hong Kong or Bermuda Overseas Branch
registers
|
13 October 2017
|
FINAL DATE FOR RECEIPT BY REGISTRAR OF FORMS OF ELECTION,
REVOCATIONS OF STANDING INSTRUCTIONS FOR SCRIP DIVIDENDS
AND ELECTRONIC INSTRUCTIONS
|
9 November 2017
|
Exchange rate determined for payment of dividends in sterling and
Hong Kong dollars
|
13 November 2017
|
Payment date - dividend warrants mailed; new share
certificates or Bermuda Overseas Branch register
Transaction Advices and Dividend Confirmations mailed; and shares
credited to stock accounts in CREST
|
22 November 2017
|
Expected first day of dealings
in new shares in London, Hong Kong, Paris
and Bermuda; and in American Depositary Shares in New
York
|
22 November 2017
|
Communications
Shareholders may at any time choose to receive corporate
communications in printed form or to receive notifications of their
availability on HSBC's website. To receive, by email, future
notifications of the availability of a corporate communication on
HSBC's website, or revoke or amend an instruction to receive such
notifications, go to www.hsbc.com/ecomms.
If you provide an
email address to receive electronic communications from HSBC, we
will also send notifications of your dividend
entitlements by email. If you received a notification of the
availability of this document on HSBC's website and would like to
receive a printed copy of it, or if you would like to receive
future corporate communications in printed form, please write
or send an email (quoting your shareholder reference number) to
the appropriate
Registrar at the address given below. Printed copies will be provided without
charge.
Further copies of this letter, replacement forms of election and a
Chinese
translation of this and future documents may be obtained from the
Registrar.
Principal register
Hong Kong Overseas Branch register
Computershare
Investor Services PLC
Computershare Hong Kong Investor Services Limited
The Pavilions
Rooms 1712-1716, 17th Floor
Bridgwater Road
Hopewell Centre
Bristol
183 Queen's Road East
BS99 6ZZ
Hong Kong SAR
United Kingdom
Telephone: +852 2862 8555
Telephone:+44(0)370 702 0137
Email: hsbc.ecom@computershare.com.hk
Email:
www.investorcentre.co.uk/contactus
Investor Centre: www.investorcentre.com/hk
Investor Centre:
www.investorcentre.co.uk
Bermuda Overseas Branch register
US Shareholder helpline
Investor Relations Team
HSBC Bank Bermuda Limited
Telephone: +1 866 299 4242
6 Front Street
Hamilton HM 11
Bermuda
Telephone: +1 441 299 6737
Email: hbbm.shareholder.services@hsbc.bm
Investor Centre:
www.investorcentre.com/bm
Persons whose shares are held on their behalf by another person may
have been nominated to receive communications from HSBC pursuant to
section 146 of the UK Companies Act 2006 ("nominated persons"). The
main point of contact for nominated persons remains the registered
shareholder (for example your stockbroker, investment manager,
custodian or other person who manages the investment on your
behalf). Any changes or queries relating to nominated persons'
personal details and holding (including any administration thereof)
must continue to be directed to the registered shareholder and not
HSBC's Registrar. The only exception is where HSBC, in exercising
one of its powers under the UK Companies Act 2006, writes to
nominated persons directly for a response.
Within this document the Hong Kong Special Administrative Region of
the People's Republic of China has been referred to as "Hong
Kong".
The Directors of HSBC Holdings plc are Mark Tucker*, Stuart
Gulliver, Phillip Ameen†, Kathleen Casey†, Laura Cha†, Henri de
Castries†, Lord Evans
of
Weardale†, Joachim Faber†, Irene Lee†,
John Lipsky†, Iain Mackay,
Heidi
Miller†, Marc Moses, David Nish†, Jonathan Symonds†, Jackson Tai† and Pauline van derMeer Mohr†.
* Non-executive Group Chairman
† Independent non-executive
Director
Produced by Computershare Investor Services PLC, Bristol, UK
Printed by Computershare Investor Services PLC, Bristol,
UK
6
12DR3H D01 001CSN4717
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
HSBC
Holdings plc
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By:
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Name:
Ben J S Mathews
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Title:
Group Company Secretary
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Date:
25 October 2017
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